Web of Life and Death
by windybreeze
Summary: When Spider-man fought Magik and Colossus to give the other heroes a chance to escape during the Phoenix five saga they did not managed to come in time to save him. Someone else beat them to him and he is not as friendly as our wall crawling hero is. (Dark Spider-man, Multiple pairings."
1. Chapter 1: A deal that's due

**Marvel Owns Spider-man, The Avengers, The X-men and other such character licensed to them that would be making an appearance in this story.**

 **Chapter 1:** A Deal that's Due…

"Go, get to safety!" Spider-man shouted as the last of his friends crossed the portal to Ku'n Lu'n and into their last remaining safezone.

Peter Parker also known as Spider-man, a simple crime fighting hero that usually stops muggings and bank robberies was now in hell. Literally, as one cosmic empowered mutant witch had just conjured up a portion of hell, as she says.

What may have caused the mostly street level hero to face such a powerful foe would be because he was now an Avenger and Avenger's pretty much face these kinds of threats whatever power level you had.

His current predicament mainly happened because, the Avenger's and the X-men a group of empowered people called Mutants discovered that a cosmic entity called the Phoenix was again coming to earth and would pretty much destroy everything they know.

They have dealt with the Phoenix in the past, and as it is, pretty much a cosmic force of nature and consist of pure energy it can cause catastrophic damage and pretty much cannot be destroyed by any conventional means.

So to prevent such damage, the two groups decided to pre-empt the cosmic tidal wave of fire. The X-men who had the most experience with the entity was to lead the charge against it as Ironman, who thought that he had discovered a way to disperse the energy of the Phoenix across the galaxy to render it harmless was to deal the final blow.

Ironman's discovery was right, he did managed to scatter the Phoenix, only it was not across the universe but across 5 mutants. These mutants half with strong morals and the other half with strong ideals were corrupted by the power. The Phoenix brought up their desires, their hatred, frustrations and insecurities. They were twisted from the inside out turning them into something entirely different.

They were already powerful as regular mutants, but now empowered by a cosmic tsunami, and now psychotic as the Green Goblin, it did not bode well for the world.

To further solidify the dangers of the newly empowered mutants. Two of them decided to kidnap a good portion of the hero community as hostages. And so the remaining heroes staged a rescue but as soon as they managed to save the others they were overpowered by their captors leading to the decision our red and blueclad hero had to make.

Even if it were only a minute, a second more he needed to stall their opponent.

Taking a deep breath he steeled himself for the fight of his life as the two Phoenix empowered mutants loomed towards him. Both mutants were powerful enough with just their own strength but now that they were enhanced with the power cosmic, Spider-man accepted that he was not going to get out of this alive.

"Well I guess this will be my final boss battle, but I really need to ask you Magik is this really a chunk of hell because that would be reaaaaaly creepy." Spidey said taking in his surrounding of brimstone and fire.

What Spidey got for a reply was an energy blast shooting out the broadsword of Magik which he barely dodges.

"Whoah, that singed me." Spidey said out loud swinging from stalactites to get some kind of mobility.

However that did not last long when Colossus, a mutant with the power to transform his skin to metal and possesses superhuman strength, threw a rock the size of a freaking freight train at him and Spider-man dropped to the ground. In a blink of an eye Colossus was already atop the red and blue clad hero and pummeled him with blows that shook the earth.

After the assault Peter was motionless and appeared to have lost consciousness.

" **Stay down"** Colossus said and turned to walk away.

With the loud ringing in his head Peter willed himself to wake up.

" _Where did all this blood come from?"_ he thought to himself. Peter pushed himself up and again Colossus faced him.

" **I said…STAY DOWN."** Colossus's voice rang above him as his blurry vision slowly focused on the silver skinned mutant.

" _Someone's hurt, bleeding, someone needs help. Who…"_ Peter asked himself.

" Afraid I… can't do that." Replied to the towering mutant

" **YOU WILL"**

" _Oh wait…now I remember…"_

" **Whether you want to or not."**

" _It's my bloo…"_ before he could finish his thought a sickening crunch sounded and Peter was again on the ground bleeding more.

" **Cripple him and be done with it."** Magik commanded and Colossus gave his sister a worried look.

" **Stay down.** I don't want to hurt you. I don't want to hurt anyone." Collosus said out loud seemingly trying to convince himself.

"At least… I don't think I do"

"That definitely broke something in my face, hurts to breathe hurts to lie still. Everything just hurts. But staying down is not an option. Spider-sense buzzing non-stop, like a migraine" he thought to himself groaning as he moved his body.

Spider-man then jumps up to his feet and landed on a retreating Magik's head whom retaliated with grabbing Spider-man by his ankles and bashing him on the ground like wet noodle.

" _Web shooters crushed, spine beginning to follow.'_

"GAARGH!" he garbled out as Colossus put pressure on his back.

" _Mask full of blood, legs feels like they're made of melted cheese."_

 **"I said, stay DOWN**." A solid straight caught Peter in the head and he was down again.

" _The good news is, the migraine stops. The bad news… I can't feel my head at all anymore."_ He thought grimly.

" **This is pathetic. Why do you hold back brother? All this power and you don't even have the guts to use it. Finish him already, before I finish you both!"** Magik's tone clearly voiced her disgust at her brother for holding back.

" **Please stop saying such things, sister you are beginning to worry me."** The metallic mutant replied. **"I worry what this power is doing to you Illyana. I worry that you are giving in to the darkness. Perhaps you should let me carry this burden for the BOTH of us."**

" **You simple minded child! You barely know what to do with your OWN power, let alone…"** the older of the siblings cut her off.

" **I am not a CHILD! I am your OLDER brother! And you would do well to remember that lest…"** Colossus trailed off

" **You would do well to remove your hand! I will not tell you twice …"** Magik charged her weapon and her eyes glowed hostility escalating.

Peter then had an Idea, the two were already being corrupted by the Phoenix, little by little their inner darkness coming out. So what if he could use that to get them to fight each other. "C'mon guys, let's keep this civil.

Magik then redirected her weapon towards Spider-man and unleashed a powerful blast at him which. Spider-man howled in pain as the energy dissipated.

Smoking on the ground Peter continued to speak knowing that his plan was going to work. It needed to work; he knew that he wasn't going to get out of there alive so he needed to at least take two of them out. With a grin and with the last of his breath he baited the siblings.

"All this fighting between brother and sister is just so " _cough'_ so unseemly. After all you both know what would happen to all that power if one of you was to _**Fall**_ right?" Peter grinned wider both mutants not noticing his face's tell of emotion but was still listening to him.

Delivering the last lines he needed with a smile.

"Im sure neither of you wants to see _**that**_." He said with the last of his strength and crumbled on the ground, flat on his back.

Brother and sister faced each other and grim smiles slowly formed on their lips. A bright flash erupted between them and the whole area shook, stones crumbled and a large plume of smoke obscured them.

Peter prayed that at least one of them had fallen.

A moment passed and as the smoke cleared revealing both mutants on the ground unconscious. Peter smiled as he watched the phoenix force come out of their bodies. But the smile was quickly wiped from his face as he started to have a bloody fit of coughing as he felt his lungs fill with blood.

" _I guess this is it. Uncle Ben, Gwen… I'm finally going to see you again. Sorry aunt May… I'm going first"_ Slowly his strength fades away from his body, his vision getting blurry.

' _ **CLAP'**_

' _ **CLAP'**_

' _ **CLAP'**_

"Such display of heroism…" a voice said out loud coming closer to where Spider-man was lying.

"So pure and self sacrificing I can almost taste it." The ethereal voice said now looming over Peter and through his blurry vision he could only see red and something akin to horns.

"Peter Parker, I'm so glad to see you again." The entity squatted down right above his head and picked up Peter's limp arm and dropped it.

"You don't look so well there champ." The devil Mephisto, said with a wicked smile. "How's it going, you never called after last time."

"I always thought I'd be collecting your soul up top, but with what the little witch did, bringing a part of my domain up here. And pummeling you to death practically serving you up in a silver platter for me…It just warms my cold black heart." The prince of lies smile never wavered.

"But anyhow, with our deal and all coming to a finish I suppose I had a change of heart." Mephisto said placing a clawed hand on his chest his cloak bristling.

"I saw how you fought theses two nitwits, and turning them against each other was truly _AMAZING…"_ he hissed.

"I believe I could use a warrior of your calibre, gifted with a tongue almost as sly as mine. And having you means I'd get to mess with the web of life like my very own sandbox!" Mephisto jumped to his feet with delight.

"Oh how much fun would that be!? But I guess I can't leave nothing for your friends to cry over" With a flick of his wrist Mephisto materialized a body in Spider-man's costume and promptly burnt it with hellfire leaving only a skeletal corpse of someone in Spiderman's costume.

"Now I'm going to show you hell like you never imagined before…" Mephisto cackled and a dying Peter blinked out from the area to somewhere in Mephisto's domain.

A few meters away a portal had opened again the group of able-bodied heroes prepped for a fight to save their comrade poured out from the blue hole in thin air. Hawkeye, Scarlet Witch, Miss Marvel, Captain America, Iron Man, She-hulk,War Machine, Hulk, Thor, The Fantastic Four, what was left of the new Avengers, Luke Cage and Iron fist were the last to come out.

"I don't see anyone..." Hawkeye said and scanned the area and then spotted the two mutants on the ground a good distance from them.

The group hurried to where the two lay and found both formerly possessed mutants, unconscious but not injured terribly.

"Where's Spider-man?" Carol also known as Miss Marvel asked as she searched for the arachnid hero.

"Oh my God!" She-hulk exclaimed a few feet away from them and turned away from something she saw. Captain America was besides her and looked distraught. Tony looked away biting back the sadness he felt.

Scarlet Witch had also started to tear-up as she stared at the skeletal form that wore a tattered and burnt costume of Spider-man. "You asshole after making me feel better you…you just go and make me cry…" Wanda Maximoff turned away and cried silently for her friend.

Carol rushed and pushed away the people now crowding whatever they had found and she held a gasp when she saw the smouldering remains of her friend and fellow Avenger Spider-man.

"Wha-what, how…" Carol Danvers choked out. Her usual confident and brave face was now replaced with disbelief and shock.

"You, said you'd come back…you even had the nerve to ask me and Jesse out for a pizza." Carol dropped to the ground and didn't even know how her tears were now falling.

"Let's go, we need to take Magik and Colossus back and see to their Injuries." Captain America ordered and Carol shot him a glare.

"Their injuries! THEY KILLED SPIDER-MAN!" Carol's voice boomed shaking the people around her and they understood why, a friend had died, Spider-man died in the hands of someone he considered allies protecting his friends.

"The Phoenix was in control they had no idea what they were doing." Captain America said. "And it would have been what he wanted." Steve continued.

"It's just not fair…" Carol wiped a tear from her face and turned around hiding her tear stained face from everyone.

"It never is." Steve sighed then kneeled down and scooped up the remains of his friend. Steve looked at the burnt mask and torn costume. "It's never fair."

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Hope patiently waited for the heroes to come back with her new teacher. From all the people who imparted their knowledge and wisdom onto her, Spider-man had given her something that everyone else failed to.

He was the one who actually gave her hope, the one who actually believed she can do what was needed when the time comes and gave her a clear objective. A responsibility, everyone else just showed her how to fight, how to control her abilities. They pushed their own expectations of her at her face, but with Spider-man he didn't, he just believed in her.

"They're back!" She exclaimed excitedly and awaited them to step out of the blue portal.

But what greeted her were not the happy faces of someone who accomplished a successful rescue, no. They looked like they had failed miserably. One by one they marched out the portal as Hulk and Thor carried Colossus and Magik respectively. Thinking the worst and actually seeing it with her own eyes, she saw Captain America lastly step out from the portal carrying the remains of Spider-man.

"No." Hope dropped to her knees and tears fell. "I'm, sorry…" Were the only words Steve could say and walked towards the cemetery to bury the Avenger.

 **4 Hours later**

The remaining heroes have gathered in preparation for their final confrontation. Cyclops now had full control of the Phoenix force, Colossus and Magik taken down by Spider-man, Namor by Red Hulks team and Emma rejected the power.

Now that the phoenix was whole again, they can move forward with their plan. Erase the Phoenix once and for all, to end the suffering. Captain America wore a stern look as he glanced around the assemble heroes.

"Listen up, I know we've suffered heavy casualties, Losing Xavier and now Spider-man. But we need to finish what we started. This fight was to finally end the threat of the Phoenix on earth for good. Thanks to our friends sacrifices we're now closer to our objective. Nonetheless it does not mean that this is the easy part." Steve paused and looked everyone in the eyes.

A loud sound akin to the crack of thunder exploded above them and everyone wished that what they were seeing was just a nightmare. Above K'unL'un was now the fully empowered Phoenix Cyclops tearing down the barrier surrounding the magical City.

" **HOPE!"** Scott Summers also known as Cyclops former leader of the X-men bellowed above the city.

"STAND YOUR GROUND! We end this now!" Captain America shouted and everyone readied themselves for a fight.

"I'm erasing you from existence forever." Hope stated as she drew upon Wanda's chaos power.

As the group of heroes clashed with the Phoenix, Mephisto watched in his domain with a lopsided smile on his face. He twirled a glass of wine in one hand and rested his head on the other.

"Have a good look Mr. Parker, it's rather enjoyable watching you humans fight and crawl over insurmountable odds." Mephisto sipped his glass and savoured the red liquid.

"And thanks to you, now I can watch every version of it **."** The prince of lies stated. Behind him, Peter's body whose hands and feet were bound in large black irons, hung above Mephisto's throne as a large network of web sprouted from behind him. Various images of different worlds could be seen between the large spaces of the web.

One image in the web showed the triumph of the heroes against the Phoenix, another, total domination of the Phoenix of the entire earth. Different possibilities and events all played, all of it connected to the center of the web.

"Now just be a good little boy and tell me where in the web is _she_ , I'll get it one way or another and it will save us both the trouble and you some of the pain." Mephisto said not even looking back at Peter as he watched the fight between the Avengers and the Phoenix now on the moon.

"I' got no idea, how about you try surfing the web" Peter hoarsely replied a small smile on his lips.

"That's why I like you Peter always the joker..." Mephisto said standing from his throne and now faced Peter. "We'll have so much fun getting to know each other, after all, I got **all** the time in the multiverse." Mephisto grinned and vanished into the dark.

"Just tell him I'm here" a voice said and Peter twitched and then coughs violently.

"Madam Webb has been telling me about you since forever. Never did believe her, until now though." Peter wheezed talking softly. "Not the best place for a first meeting." Peter craned his head up to look above him, a silhouette of a woman shining in bright white and what seems like golden webs sprouted from her body.

As the guardian of the Web Peter suddenly knew who exactly the woman was and what he had to do. Being the center of the Web had its responsibilities that needed to be carried out.

"You look prettier than I Imagined." He joked but couldn't laugh as that hurt his chest too much.

"Peter just let him have me, you've suffered enough" The woman said and caressed his cheek.

"You've watched me for a long-time, I think you should know I won't do that." A small smile crept on the woman.

"You have already done enough; I shouldn't have chosen you to carry this burden." The woman said retracting her hands and curling it to her chest.

"Hey, come on I did a pretty good job, if I do say so myself. Look, whatever your thinking, I don't blame you, call it fate call it destiny or as I like to call it, Parker luck. You just have to know to not give up, even if I break even if you can't take it anymore, you have to always have hope and don't give up." Spider-man said barely above a whisper.

Suddenly footsteps marched into where he was and quickly he asked the ethereal woman to hide.

"Hide yourself, deep, don't let him find you, whatever you see, whatever he do to me you have to tough it out, come out when the time is right. You'll know what to do then." Peter rasped still weak.

"I'm so sorry." The woman said and slowly melded with Peter and disappeared.

"Don't be…"he breathed out and fell unconscious.


	2. Chapter 2: Those Left Behind Part1

**Chapter 2: Chapter 2: Those Left Behind Part1**

Three days after…

Sitting alone at a bar in the early hour of 11a.m., the blonde US Air Force Col. Carol Danvers stared at a single glass of bourbon.

She kept staring at the cursed liquid she had sworn to never let touch her lips ever again. But with the recent events she was very much tempted with a glass.

Carol was quite surprised; she didn't think she would be this affected by Peter's death.

They were not so close at first, with him being a chatty monkey and her being a stiff fresh off the military Avenger. She would always only see the faults in him and would more than often point it out and look down on him. He took each insult in stride or laughs it off like he wasn't fazed at all.

This was far from the truth as he actually felt really bad having put down by the people he admired and or thought as friends. Carol only realized later that his joking was a cover for his insecurities and failures he encountered in life.

Through the time they had worked together the two had become close and actually gone on a few dates. It didn't had the chance to blossom into anything serious as she had to go to space and Peter had to focus on his work at Horizon. But they did stay close friends.

Friends.

Sometimes when they see each other at the Avengers tower or in a sudden team-up, Carol would think to herself, if she hadn't gone to space to help with the Guardians, would they have become more than friends, something special.

She sighed.

Dwelling on the past wasn't like her, she had always moved forward. Whatever life had thrown at her she would always face it head on and move forward. So why did it hurt so much that she felt like a large gaping hole had been carved into her.

She made a move to pick up the glass of alcohol when a slim hand shot from behind her right side and grabbed the glass before she could and a woman with long ebony hair downed it in one go.

The woman wearing a brown jacket over a form fitting white shirt paired with a pair of blue pants stood behind the blonde colonel holding the now empty glass.

Jessica Drew, also known to her close friends as Spider-Woman smirked at her best friend.

'A bit early to be drinking don't you think?" the woman said and moved to sit beside her in the bar. She placed a thin square box on the side as she sat down.

"Hey Jess, thanks for saving from doing something stupid." Carol said resting her chin on her right hand as she looked to her friend. The dark haired Avenger only nodded and mirrored her blonde friends pose.

"Yeah well I needed the drink, my work husband just got done in and I never got to ask him for the threesome I had been planning with my blonde best friend." Jessica said with a straight face and motioned for the barkeep to fill up the empty glass again.

Carol on the other hand was gob smacked from the statement and just stared at her best friend with a very good impression of a fish out of water.

Carol just laughed softly and asked the barkeep for a soda. "Good one Jess." she applauded her friend's attempt at humour. It was just as bad as Pete's but at least she tried.

"I was not joking, I did work with the guy for a long time and from all the guys I've dated and had relationships with, he may have been a bit neurotic but Peter was an okay guy." Jessica watched her glass being refilled and then took a swig of the burning liquid.

"People always thought that because I use a similar moniker as him that we're an item or something." Jess said feeling nostalgic about the topic."I can't count how many times people would ask if we're married or something." She swirled the liquid inside the glass.

"But, as time went by and the more I got to know him, I actually wished it was true." Jessica had a sad nostalgic look on her face as she looked at the glass.

"You remember that one time I told you, where we were staking out Avenger's tower when Osborn took over. I told you how miserable it was but, I was actually really happy having partner up with him and when I had to hold myself back when I thought he was hitting on me when he asked if my spider-sense was tingling. I actually thought it was a come on and as stupid as it sounded I was ready to pounce him. Then Mandrill controlled me and ruined the night."

Carol looked to her friend and stifled a giggle, "Well did your spider-sense tingle"? The blonde asked and drank her soda.

"Hey I don't have it, which is quite unfair, and us both being spider-themed heroes and his habit of joking I thought he meant it as a come on or something." Jessica sighed and took a sip of her alcohol.

"Yes, I understand, for all his blabbering and stupid joking, he was really a complicated guy." Carol said. "Anyway what's with the pizza?"

"The guy asked us for a movie night with pizza in his apartment and I have a key to it, so I thought just go and actually watch one. After that maybe raid his closet and roll on his clothes or something." She smirked joking with the last part.

"If you're going to roll on his belongings I'm coming too. And I want some of that pizza." Carol teased and started to stand and asked. "But why do you have a key to his apartment?"

"I sorta, kinda, maybe, definitely pressured him in giving me one. I had been visiting him from time to time." She said guilty.

"Visits eh…" Carol teased with a raised brow. "Oh shush, its not what you think, we just watch movies and or play an online game." The brunette clarified.

"You sure you two didn't had a relationship I did not know about?" Carol asked.

"Believe me we don't, I once presented myself in my undies to surprise him when we were supposed to have our weekly movie binge one time and all he did was asked what I was watching. He can be really dense once he got it into his head someone wasn't interested even if it's the opposite." She sighed.

"Also weirdly enough Cap told me he left the apartment in my care in a last will of sorts he had. We're just friends and he's already taking extra care of me." Jessica shrugged thinking how Peter knew that Jessica is currently living in a SHIELD facility as she was just too busy to actually own a place of her own to care for.

"Kidding aside, I am actually going to his place to pack his belongings for his Aunt, do you mind helping?" Jessica asked and Carol shook her head. "No, I'll help." She smiled sadly and both exit the establishment headed for Peter's place.

"But seriously if you try sniffing his undies I'm leaving you alone." Carol piped in

"I make no promises of not doing said deed." Jessica answered with a smirk and laughed a pizza box in one hand and her bestfriend in the other.

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Avengers Headquarters

Johnny Storm member of the famous super team and family the Fantastic Four, for the lack of better term, stormed into the Avengers H.Q. passing other costumed heroes and employees of the said building. His mood was visibly readable on his face, anger, anguish, guilt and lost. The Fantastic Four had just came back from a deep space mission and had immediately received the news of their friends demise as soon as they got back home.

The Fantastic Four were the first team Spider-man had the fortune of running into with, he thought that they were a just a team and he maybe could get in with them and earn some money. But they explained that they were more than a team but a family and adding someone unfamiliar was not an option at the time. From their first meeting and later on, Johnny and Peter rubbed each other the wrong the way, both always getting into petty arguments when they see each other that Sue had to get in between them most of the time. But overtime, they developed a strong friendship and brotherly connection that they even lived with eachother for a while.

And so now, Johnny with hoping that the news they got just meant that Spider-man was lost like he was back in the negative zone dead and not dead-dead. They just spoke the night before they left earth and promised each other that they would be catching up on the new season of Game of Thrones. He would bring the popcorn and it would be at Peter's new place.

"What's the hurry son."Captain America suddenly appeared from a corner and stopped Johnny in his tracks.

"I want to see him Cap" Johnny said looking up a bit, his eyes showing the need to confirm his friends death. Cap wordlessly nodded and started to lead the younger man towards the elevator. Getting on the box the two heroes stood side by side, Cap had his hands on his chest crossed as Johnny had his on his side preparing himself for whatever he was going to see.

After a ding, Cap motioned for them to get off and he led him down a long hallway where they passed various medical bays and intensive care units. Johnny's heart pounded, faster and faster with each step he took closer to where his friend's body was kept. They stopped in front of a steel double door and cap pushed on the side to open and motioned for him to enter.

The room was lit brightly and very spacious, a large cabinet freezer on one side and a dissecting table in the middle. The room must have had a number of xenomorphic or unexplainable creatures laid there over the years. After a quick scan of the room, Johnny noticed the lone stretcher that had a white cover on it. Captain America with a solemn look stopped behind Johnny and spoke.

"I'll leave you to it then. I called his Aunt a day ago, Peter left me his will and instructions on how to deal with his death. He was a good soldier." Cap said and turned to leave.

His Aunt.

Johnny was surprised, Peter told Cap he had an Aunt, but he didn't dwell much on the why and just accepted that Steve knew.

Johnny couldn't even imagine what May would be feeling right about now. Johnny was one of the fortunate people that Peter actually introduced his Aunt to. He clearly left out the superhero bit, and only said they had become friends and roomates.

It must be eating the poor sweet lady inside.

A minute passed with Johnny not moving only staring at the sheet covered silhouette of a man. After a minute or so, Johnny mustered the courage to move closer and with his shaky right hand, reached slowly and uncovered the body's head.

When he lifted the sheet to his surprise and anger it was really him, well his costume anyway. The torn and burned mask laid on his chest and a bony charred flesh of a head was left. Small tuft of brown hair stuck out in small areas that the fire didn't reach. He was almost unrecognizable if not for his costume.

He reached into the costume and felt for something he knew that only Peter would posses. Johnny found what he was looking for and dreaded it, pulling it out of his suit the spider shaped special metal Sue had given Peter for his birthday recently, was there. Johnny clutched the pendant tightly and tears welled up in his eyes and fire danced over his body.

"You stupid bug head…"

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Wanda sat alone on a ledge high up a building where she had a perfect skyline view of the city. The Scarlet Witch had just recently taken up visiting the rooftop; she mostly goes there if she was distraught or had enough of the rough looks she gets around her fellow Avengers and X-men.

It was actually Spider-man who had introduced her to this special place she uses as an escape from her troubles.

"It is not as uplifting now, knowing you're not going to pop up with a chili dog." Wanda sighed as she swung her legs over the ledge watching the clouds and birds pass by.

Ever since after she had essentially doomed their species to extinction, her own kind had nothing but scorn and fear for her, even her teammates feared that she might snap again and rearrange reality. What happened at first was she remade the world into a Utopia for herself, her family and species because of her mental instability at that time. But then messing with reality does not ever end well.

It was from a moment of weakness where her feelings and thoughts were in a total brink of collapse, from seeing the dead body of her brother and the tyrannical rule of her father she wanted to undo everything she did. She thought that mutants, her kind, were actually what others thought of, as freaks, as a menace.

So with three simple words her Utopia of mutants governing the world was gone and left only 198 mutants in existence.

She took so much from everyone that she felt she deserved their hate; but it did not mean she could take it. The different looks she gets from fellow mutants and teammates, fear, pity, and anger, it overwhelmed her. So here she retreats to when she couldn't take it anymore, and most of the time she spent it listening to stories from her recent close friend Spider-man. The friendship started when a confrontation again between her and Rouge of the X-men that had broken out after a mission of the Unity team.

The Unity team, a composite of the X-men and Avengers team to show that the super powered community was, as the name implies, a united entity. They had just come from a mission against a Hydra faction that was continuing illegal research on mutant powers and harnessing the X-gene for weaponization. After the lost of mutant powers, the now depowered x-gene carriers were easy pickings for Hydra, even if the former mutants cannot access their powers anymore does not mean the X-gene had been erased.

After successfully shutting down the facility, the mutant side had considered taking the research they uncovered and use it to restore the other depowered mutants and save their species. The Avengers had protested concerned about the safety of the procedure and effects on the receiver. With a few heated words it boiled down to Rouge putting Wanda on the spot, making her pick a side and Wanda with real concern for the effects of the Hydra experiment sided with the Avengers.

This earned her a nasty remark from Rouge saying she really meant to wipe out their species and before things had gotten even uglier, Spider-man managed to defuse the situation with a joke, by some miracle. They didn't really laughed, some did giggle, but most just kept a scowl on their face and started to head for home, so much for Unity team.

On the way back to the Avengers Tower, Wanda was visibly still affected by the confrontation. Spider-man noticed that everybody seemed to be keeping their distance from her. Either they thought giving her space was what was needed or was just still wary of her. Either way, Peter saw a friend in need and being the nice guy he was tried to lighten her mood. Even if said friend technically wasn't a friend and is more of an officemate you see walking down the hall. They never really talked much but that didn't stop the arachnid hero.

"Hey, you alright?" Spider-man asked and Wanda turned to look at him her eyes a bit wet, traces of tears being shed.

"Yes, I am don't worry about me." Wanda said waving off Spider-man.

"Clearly you're not, so wanna talk about it?" Peter pushed and started to sit on the free seat next to the scarlet witch. She glared lightly at his insistence and Peter just grinned back at her trying to get her to open up to him.

"Talk, talk about what? How I managed to shatter reality when I was losing my mind, or how I gave everyone what they want but then ripped it from under their noses, or maybe how I just managed to almost completely wipe out my ENTIRE SPECIES!" she said the last part a bit louder and a few red sparks flew from her and everyone in the jet instantly tensed up and was about to subdue her if necessary.

Surprisingly Spider-man, who she was directing her anger on, was unfazed and seemed to be calmed and collected just looking at her, most of them thought that he was just frozen in fear but he just then calmly raised his hand to his head and scratched it. He looked to the other passengers of the Quinn jet and gestured to them that everything was alright. Some let their guard down while others went back to whatever were they occupying themselves but still kept an eye on Wanda.

"Yeah that's a toughie, have I ever told you how I got my powers, funny story actually. Not funny haha, more like funny I-stub-mah-toe-funny" he said and Wanda just looked at him like she was one step away from erasing him from existence. When he didn't disappear and she didn't try to blast him away Spider-man continued.

"So, I was like in high school, I was very nerdy not really big so got pick on a lot. Had this awesome hot friend who invited me to see a science exhibit and boom, stray radioactive spider bit me and made me sick like I rode a roller coaster with a fever and vertigo." Spider-man summarized where he got his powers from animatedly as his hands gestured wildly.

"Is this story going anywhere?" Wanda obviously miffed but slightly interested in the other red clad avenger.

"Yes, well, so after my wonderful experience of an overnight accelerated mutation, I discovered my powers and thought of all the new opportunities it could grant me. Firstly the people who raised me, my Aunt and Uncle, didn't make much but we got by, so then I thought maybe I could earn some money with my new abilities." Peter said and paused watching Wanda is she was still listening.

She had now leaned back to her seat and genuinely showed interest in his story. Two other Avengers who were eavesdropping were also interested in his story behind them, Bobbi Morse and Spider-Woman.

"After that, with great powers came great opportunity, I started working as a masked wrestler, that's where I actually got the name, the stage announcer jumbled it thank goodness or I'll be Man-spider instead." Peter shrugged and Wanda snorted hiding a laugh. Peter smiled.

"With my strength, agility, and spider-sense winning matches was easy but, I got greedy, I wanted a raise for my fights but the owner didn't agree. So when the place got robbed and the manager asked for my help, I didn't and let the robber go." Spider-said and leaned back on his own seat now he was looking up and had his hands entwined resting on his stomach his jolly attitude earlier diminished. Wanda took note of this.

"It was the biggest mistake of my life, because after that, the same robber I let go killed my Uncle who went to pick me up. Because of a mistake I made, the man who raised me, who thought me everything and made me who I am died." Peter finished the air between them now solemn; Wanda couldn't imagine what the man beside her must have felt.

"So are you telling me that my powers will only lead people I love to their death?" Wanda asked and Spider-man snapped his head to her and quickly brushed of the idea that, that was not his intention when he told her his story.

"Wha-NO! What I want you to know is that after my Uncle died, because of a mistake I made, I promised not to let it happen again, and with great powers comes great responsibility, he always told me that even before I got my powers, sometime over breakfast, or when he doesn't want to carry the grocery and wants me to do it." He joked again.

"Listen, people make mistakes, everyone does, and yours just a tad bit affected more. But that doesn't mean you can't make it right in other ways. You had helped people before and will be helping more in the future. It wasn't your fault, your powers drove you to insanity, and you had no actual control of what you were doing. All you can do now is try to make up for the things that had happened and hope for the best." Spider-man said and caught her hand in his. " With great powers comes great responsibility meaning you're responsible in keeping yourself in check, not be stubborn or scared to ask for help if needed."

"All you can do now is try to gain their trust back and work hard to help people and make things right. I know it's tough, but nothing great came out of an easy path." Spider-man said and released her hand a smile on his face visible even under his mask.

"I… thank you, I think I understand what you're trying to say." Wanda said looking down to her hands resting on her lap, balled tightly. Peter tilted his head and then nodded. "I will try, I made a mistake so I will find a way to live with my mistake and move forward."

"Good, anyway, now that we're back on New York I got a place that would cheer you up." Wanda looked outside the window and indeed as he said they had arrived at Avengers tower. Spider-man stood up from his seat as everybody else had already alighted the craft.

"I got the perfect food to perk you right up." Spider-man said asking for Wanda's hand and with a moment of hesitation she relented and let the friendly neighborhood superhero drag her out the plane and out the building.

Peter swung on his webs zipping through the sky scrapers as Wanda followed behind red energy surrounding her. She was mesmerized at Spider-man's fluid movements, his swinging from building to building had a certain elegance to it that made her want to see him leap from one building to another.

After a few minutes of traveling up on the city scape, they had landed on a building with a perfect view of the New York Skyline that was now slowly being bathed by the sun's setting embers. Peter motioned for her to sit on the ledge and she followed obeying his instructions.

"Now wait here." He said and ten minutes later he came back with a bag of chili dogs and two bottles of water.

"Believe me, when you try one of these chili dogs there is no going back, the guy's wife make the chili from scratch and it is simply divine." Peter said and handed her the chilidog topped over with everything.

Accepting the offered food Wanda apprehensively examined the said bun and meat combo with a generous helping or red meaty chili sauce. Looking towards the man who gave her the said food, she was surprised to see him masked gone not rolled up halfway. His brown hair swayed from the highwinds, his brown eyes thoroughly focused on his meal with joy and his cheeks messy with the chili. She didn't know she was staring until Peter addressed her.

"Hey, chilidog not your thing?" Peter asked in genuine concern which was funny for Wanda and she smiled and shook her head.

"No I like chilidogs, I'm just surprised by how you look." She said honestly and took a bite, her eyes widened from the taste, she had thought he was just exaggerating but now that she had tasted the said snack she would agree that it was simply divine.

"Wow, I just… I thought you were exaggerating but this is really good" She said looking at him with excitement and Peter returned it with a smile.

"I know right, it's worth going here just to get a taste of it." Peter said and took another big bite of his chilidog. A moment passed as both ate in silence until Wanda couldn't take it anymore and had to ask. Spider-man was known to be a very obstinate believer of secret identities and him just showing his face to her was definitely a surprise.

"Why did you take off the mask?" Wanda asked laying the half-eaten food on her lap and Peter had to stop chewing and gulp down the food in his mouth in one go.

"Because I thought you needed someone other than a teammate to relax. And here he is, not a teammate not an enemy, just a friend. Hello my name is Peter Parker." He said introducing himself and Wanda holding a tear back smiled and nodded.

"Hi, Wanda Maximoff, pleasure to meet you" and both laughed as they enjoyed the view and company of eachother.

That moment had been a special memory for her since. It was when she had become friends with Spider-man andPeter Parker. Then was when she had found someone who didn't always look at her mistake but at what she could do to make up for it.

So living up to her friends expectations she did own her mistakes and made it right again. At the final moments of battling the Phoenix with Hope, somehow the dispersal of the Phoenix with the power of Wanda and Hope had triggered the dormant mutant gene around the globe again, Mutant kind had been rekindled. Most of her fellow mutants had now stopped blaming her but still wary of her powers, but as her friends told her.

"Nothing great come from an easy path.." She said feeling the breeze on the high air and watching the same sunset she had shared with her friend.

"I'm sorry I wasn't there for you when you needed me Peter." Scarlet Witch sighed under her breath holding back the sadness she felt losing someone precious to her.

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"Ahhhh marvelous, seems like you're not just the center of the web of life but also a pillar in other people's lives as well my dear Peter." The red entity of hell, the Prince of lie's Mephisto chuckled as he watched through the web the heroes of earth.

"Don't worry It won't be long before they see you again." A lone scream of pain echoed through the dark void as a bright light shone. Hanging on the wall was Peter's mangled body, cuts and bruises littered it, he was already thin and malnourished, even though it had just been days that he was abducted in hell it had already been weeks for him.

A demon holding a strange cylinder against Peter's chest and was extracting a bright ball of light from his body and as it happens, wails of pain and tears flowed from him. When the ball settled in the cylinder of white glass the demon handed it to his king. Peter had slumped down on his chains a brief respite from his torture.

"After I'm done preparing you, you will see them again." Mephisto smiled as he examined the ball of light warmth emanating from it as it pulsed like a small sun. "Such a beautiful soul…" a small smile graced the Devil's lips, and he laughed softly and grew louder and louder into a gleeful holler.

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A/N: Well, I hope some of you people are still interested in reading this fic after such a long wait. I don't really got a lot of time to write but I do when I can. Also I don't have a beta reader so my work is pretty much a minefield of grammatical errors. Just hope it's still understandable and enjoyable.

Well thanks for the read and hope you enjoyed.

Also thanks for the positive and creative inputs in the reviews they are much appreciated and I would try my best to improve the story with your insightful criticism.


	3. Chapter 3: Those Left Behind Part2

**Chapter 3: Those Left Behind Part2**

One week had passed since the death of Spider-man. His untimely death was already made public and a ceremony was held at the Avenger's mansion for their fallen comrade. A large sum of civilian's had come and pay respect to the hero, who had most likely at one time, saved them or a relative when he was alive. Surprisingly a large part of the hero community had come to pay respect to him also, being that he was not who would people think of a well liked by the other heroes because of his joking personality.

May Parker, with her husband John Jameson Sr. attended the ceremony, albeit, hidden from the public eye. Seeing her weeping for the hero would cause too much attention and would eventually lead in finding out Peter's true identity and thus endanger her life. May consented and understood, she already said what she wanted to her beloved nephew when his remains where buried in the grave next to his uncle Ben. The funeral was small and only a few heroes were invited, Cap, the FF wolverine and other very close friends of his attended his descent into his final resting place.

"I will miss him so much, my baby boy" May sobbed as she held her tears, watching the proceedings inside the mansion, her husband wrapped an arm around her consoling the poor woman.

"Excuse me, is May Parker here?" a man called out near the entrance of the mansion and Johnny who was going to see May on how she was holding up answered the man. The man was a portly fellow, red hair tied back into a short ponytail and a face full of well groomed facial hair.

"Who's asking?" Johnny questioned protectively of his bestfriends only remaining relative.

"Hello, I'm Max Modell, CEO and Director of Horizon Labs and Peter's Boss." He explained and Johnny nodded but said nothing prompting the man to continue. "Well in light of recent events, Peter had divulged to me a certain secret of his through a recorded message and I need to speak with May Parker to clear a few business between us." Johnny moved to remove the man from the mansion.

"Let him in Johnny." May said emerging from the hallway and Johnny stopped his action and let the man go gesturing with his head.

May sat across Max as she diligently prepared tea for both of them and another cup for her husband who was talking to Captain America about the statue commission for Spider-man. She finished making the tea and handed the cup to Max which he received graciously. May took a small sip and sighed, it has been an emotional week for her and now something had come up again that relates to Peter.

"What can I do for you sir?" May asked setting down her cup gently as the china clinked on the table and Max hastily swallowed the beverage he had already sipped.

"After Peter's,…" Max hesitated not sure how to say it.

"Death, Mr. Modell, It's quite alright, as hard it is to accept he's gone now." May cut in reassuring the man he need not tiptoe around.

"Right, for what's it worth I'm truly sorry for your lost, Peter was a bright mind and his works had helped man; In and out of uniform." Max added the last part implying he now knows of Peter's secret identity.

"I'm aware of how smart my boy is and I'm proud of everything he did." May smiled a sad smile and looked to the man across her waiting for him to get to the point of this talk.

"Well let me cut to the chase and tell you why I am here." Max then fished out his phone and started a video which showed Peter looking quite confused at what he was doing.

"Not, really sure how I should start this but well..uhm hi aunt May?" his statement turned into a question. Clearing his throat Peter continued. May smiled at his son's antics.

"If you're watching this then it would mean, A I have been missing for quite some time and would probably be dead or B I'm dead." Peter said scratching the back of his head a sheepish smile on his lips. The nonchalant way of him telling her aunt that he was most probably deceased made the old woman frown a bit.

"But I'm hoping it's leaning towards the first part of reason A, which I'm just missing and my computer just has no way of tracking my vital signs." Peter continued.

"Anyway, this video is one of many that I had prepared for if, in the event of my most probable demise, be shown to you. Now you might be wondering why on earth would your goofball nephew-slash-son be in any danger that he would need such a video; well hang on to your apron aunt May because this will knock your socks off."

"I'm Spider-man." He said straight faced and serious, for about 10 seconds. "No, really I am don't laugh." He said and May couldn't help smile and hold a hand to her mouth tears threatening to spill.

"Well this would have surprised you, or Captain America already told you, upon my request, if ever this video didn't get here first, thus making my big reveal in this video moot." Peter said a matter of factly. Rambling again.

"Then to continue what I need to say in this video before I go rambling again, as Spider-man, I needed to get creative in fighting some of the bad guys, meaning I needed to use the old noodle as uncle Ben would say." Peter pointed to his head.

"With the sheer number of nifty stuff I made over the years to fight the likes of Mysterio, Doc Ock and the Goblin, I realized that some of these could be used for daily use like the super traction tires I made for the Spider-buggy." Peter said thoughtfully. John had finished talking to Cap and had opted to come and join his wife and started to watch the video with her. The man had always been an avid supporter of the Arachnid hero contrary to his son who often portrayed Spider-man as a menace.

"To put it simply, I want to give my plans and designs for future projects to Max in hopes of them being used for good." Peter said with a smile. "In the condition of you getting a percentage of whatever income my inventions would generate." May had let a tear fall from her eye and John wrapped an arm around her trying to console the woman.

Peter's feature then turned somber and looked straight into the camera. "I know this doesn't make me lying to you for all these years right but I hope it's a start. If you're wondering when I started it would have been the night uncle Ben had died." Peter said biting his lips holding back the emotions he had kept bottled up for years."I know it's cowardly for me to be saying this in a video and not in person but I don't think I would be able to ever to tell you in person." Peter sighed.

"It's my fault that uncle Ben died." Peter breathed out and May took on a shocked expression shaking her head.

"If only I was more responsible with my powers, if only I had stopped that robber, if only I listened to uncle Ben he would be alive." Peter counted off guilt written across his face. "I failed uncle Ben and if you're watching this I may have failed you too" Peter choked back a sob.

May had started to reach out to the video in Max's hand her head shaking side to side. "I'm really sorry aunt May for everything, for all those times I flaked on you when you needed me and all the trouble I caused you as Peter and as Spider-man. I'm really sorry and I hope you would be able to forgive me someday." Peter finished covering his eyes with one hand. Max had already relinquished the device to May and listened to the audio in a somber mood.

"I love you aunt May, you have been more than just the woman who raised me, you're have been always my mother. Thank you." Peter finished and the video cut off. May trembled as her tears fell, her sobs filling the now silent kitchen.

"Peter….Peter…. my baby boy…Peter…" May choked back a sob. "You were never a coward…I will never blame you for Ben's death and I'm sure he didn't either." May closed her eyes tight tears flowing even with all her might in trying to stop it. "My son Peter…"

A figure stood by the door of the kitchen and promptly left after the video had finished red hair trailing behind.

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A recent rise in robberies and mugging had started in downtown after the official announcement of Spider-man's death. Many crooks that were wary of the web slinging hero had now renewed vigor in committing atrocities as the vigilante will now be absent to stop them. Many of Spider-man's usual dance partners were seen celebrating the arachnid's demise.

"Come on man hurry up!" A big man with a hockey mask hissed as his eyes darted sideways. Another man with a clown mask casually walked out a broken window of an electronics store carrying boxes of coffee makers.

"Relax Nugget, the web freaks dead, this is his turf that means we'll be rich before the night is over." Clown mask said and strolled leisurely towards a pickup where they loaded their steal.

"I ain't worried about the web slinger, I know he's dead but that doesn't mean he don got friends to fill in" hockey mask said gripping the gun under his jacket.

"Pffftt…I heard the other hero's don't even like the Spider that much I doubt Ironman or the Hulk would be taking up patrolling his streets. Now quite being a scare-dy cat and help me with the fifty inch."Clown scoffed and strolled back into the store.

He promptly sailed out back the window as a shadow sashays out from the shadows and into the dim street lamp's light. The curvaceous figure of a female dressed in a full body black suit with white fur trimmings stomp on the broken glass. Her face was hidden behind a dazzling domino mask and her long white hair flowed freely behind her, swaying as she took a step. Usually a small sultry smile would have been present on the woman's face but today she did not felt like smiling. Today she wanted to beat someone up really badly.

"Other heroes might not like him but he was special to me. You have five seconds to drop everything and scram or I'll be letting out my frustration on you two." Black Cat said folding her hands under her well gifted chest which was openly displayed from the very generous neckline her suit provided.

The two criminals looked to one another and quickly 'Hockey mask ' pulled out his gun and started shooting in her direction. Black Cat evaded the projectiles and ducked behind a display case. 'Clown' had scrambled to his feet and went for the front of the pickup and promptly revealed a 12 gauge shotgun and started pumping lead on Black Cat's cover.

Moments passed and both criminals had unloaded all their ammo and went closer to look at the remains of the infamous thief/part-timehero. A black rope suddenly wrapped around 'Hockey mask's' neck and was promptly dragged down. 'Clown panicked and tried to reload after seeing Black Cat jumped out of the shadows, but the woman was faster and instantly closed the distance between them and kicked 'Clown' hard, the shotgun stumbled on the concrete and the wielder of said weapon bounced on the truck and was promptly planted on its side again with a firm arm on his neck.

'Hockey mask' regained his bearings and had the ropes on his neck removed, he picked up a stray blender and aimed to assault Black Cat with it. But he slipped on a thermos that happened to roll on the floor and was swiftly knocked unconscious by the blender he wielded. 'Clown' who saw what happened gaped, he had heard the woman had bad luck powers but seeing was believing as he could not just chuck it up as a coincidence when his partner just 'accidently' tripped on a thermos.

"L-look, we'll leave the loot j-just let us go." 'Clown' begged and for a moment Black Cat flashed a smile.

"No.' was the flat reply of the woman and then extended her freehand back then sharp claws extended from her finger tips. 'Clown' stuggled and cried out seeing the blades raised above him ready to slash his flesh.

The strike never came and slowly opening his eyes 'Clown' saw a red gloved hand holding back the Black Cat.

"Stop it." A half mask with red eyes and small devilish horns spun the woman to face him and let 'Clown' free from her grip.

"T-thank's man that bitc-.." before he could finish a swift straight punch had connected to the clown faced criminal and effectively knocked him out. Blaring siren from the distance echoed signaling for the two to make their exit.

 **ON THE ROOFTOPS**

After their escape from authority Black Cat was now facing a man she had known intimately in the past, the man without fear, the protector of Hell's Kitchen and one of Spider-man's greatest allies and friend.

Daredevil

"You almost killed him" Daredevil said his red eyes boring into hers. She lightly pushed him off her and scoffed. "I was aiming for his eyes."

"Felicia.." Daredevil started turning towards the back of the female heroine.

"He's gone Matt… I'm just really angry that he's gone now and we never really managed to fix things between us." Felicia said her voice almost cracked.

"I know how you feel, he's a very good friend of mine, like a little brother." Matt replied.

"No you don't understand!" Felicia whipped her body to face him and even though Matt's vision had been gone he 'saw' the woman's anger and sadness. "I still love him!" she replied sharply. "What the two of us had back then, it's not the same as my feelings for him. I moved on from you but with Spider…" She moved to getaway wanting to take back her words but couldn't. Darting towards the adjacent building Black Cat jumped and rolled into a jog escaping the red clad hero.

Daredevil sighed, Felicia's words hurt him but not as much, he knew their past relationship was shallow but it did not mean he was callous enough that his feelings and pride would be unscathed with her affirmation. He watched Felicia run off into the distance as her white hair vanishes into the night.

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Rain fell as if the sky was feeling the same things as he was at the moment. Standing over the cold slab of stone erected on the ground, Kane placed a small bouquet of flowers infront of the grave. He sighed deeply always thinking that it would be him first to get buried six feet-under rather than the Peter.

"You fucking idiot, I told to take care of yourself." The new Scarlet Spider-man berated the empty grave knowing how futile the gesture was. Staying still for a moment, Kane sighed and spoke.

"You two better come out, if you're after me unlucky for you, if you're here to pay respect then just come on out already, I won't bite." He said a bit of humor.

Two women then emerged from under a tree, one sported a light brown long coat that covered her body yet managed to show off some of her curves. Her blonde hair tied up in a bun and a pair of blue tinted glasses hid her other woman had her red hair down she wore a leather jacket and fine fitted blue jeans that ended at brown boots that reached up just below the knee.

Both women walked towards the grave each carrying a flower, the blonde had a white lily and the other a single red rose. Both laid the flowers on the grave stone and gave a moment of silence for the departed hero.

"Both of you worked with him?" Kane asked not looking up from his gaze on the tombstone. "Yes…" The blonde answered. Kane nodded in understanding, with how both women were able to get close to him without being alerted, he knew they were not the kind the Peter worked with in the lab but in uniform as his brother like to call it.

"Bobbi Morse." The woman said.

"Natasha…" The red haired woman said, Kane rationalized that it was what she wanted him to call her.

"Kane" The scruffy man said.

"You look a lot like him. You just have longer hair and that awful beard but I can see the resemblance, you look exactly like Peter." Bobbi pointed out, wanting an explanation why there was a very identical person that looked like the dead Peter Parker.

"I'm a clone…" Kane picked up on her intent and answered quickly and to the point. Both women looked at each other and accepted the simple explanation. They had heard that Peter had been cloned, several times in fact, by a villain of his called the Jackal, but they did not really believed it until now.

"Are you sure you're just not Peter with amnesia." Bobbi offered, it sounded like a joke but in their line of work things like that happens.

Kane looked at her blankly and answered "No…" and turned to leave.

"No wait, I didn't mean to offend you." Bobbi started to catch the man but Kane stopped and turned to speak. "The rain's not letting up and I don't feel like getting soaked anymore as I am." Kane explained and Natasha wordlessly started to walk away and gestured to them. "There's a coffee shop there, let's wait for the rain to stop inside." She said and the two followed her.

A chime on the door rang alerting the woman on the counter and she flashed a warm smile and welcomed the three. The trio ordered, Natasha a simple cup of coffee with cream. Bobbi felt she needed something that would perk her up and ordered a vanilla latte and Kane who inherited Peter's sweet tooth ordered the most outrageous sweetest beverage there was on the menu. Both woman looked at the man with a single raised eyebrow.

"I like what I like." Kane shrugged as he carried his overly whipped creamed coffee; if it can be still called coffee. There was something very interesting in watching a very scary looking man enjoy a beverage that a kid would have most likely ordered.

The unexpected trio sat on a box near the corner and sipped their beverage in relative silence. Bobbi, again, the one to break the ice, "So, Natasha, I never thought you were very close with Peter." Bobbi inquired her brows raised inquisitively.

"We had a…team-up as he would call it, it was a very long time ago and we worked as Avengers." Natasha said not really explaining much. The Russian did not voice it out but she remembers fondly how Peter had taken care of her when she had lost her memory in a mission a few years back. She had taken the identity of Nancy Rushman and Peter was still working as a substitute teacher at a university. They had hit it off as Peter and Nancy and it would have bloomed into something if her memory had not returned.

They parted ways after the incident, she had told him that she remembers everything that happened when she was Nancy, but she told him that the feeling was not truly hers but the other persona. At first when she told him that, it was what she believed, and then when he had joined the Avengers, 'Nancy' had suddenly started voicing herself in her head, of some repressed feelings. Now that he was gone, the voice became silent again.

Bobbie sensed that it was not the whole story but wisely avoided in pushing the subject. "I'm here to thank him for saving my life."Bobbi said as she stirred her beverage, steam wafting up in the cold air.

"There was a New Avengers mission, he and I were partnered up for the mission, I became a bit cocky and wandered deep within the enemy, I got shot and was surrounded." Bobbi shifted her head now rested on one hand and the other absently stirred the cup.

"When he saw me, he literally threw everyone aside to get to me, I can still see him flinging bodies trying to get to me. He didn't bothered dodging hits he just went straight for me." She remembers Peter's mask a bit torn, one of his arms were bleeding and the costume torn and more bleeding on his left shoulder. Yet with all his injuries he seemed more worried about her than what was happening around them.

" _Mockingbird! Bobbi, I'm here, we're gonna get help hang on."_ She remembered him telling her and carried her off back to their team. Then when she woke up in the hospital they had explained she was now a pseudo-captain-america/immortal Fury.

Go Mockingbird.

She ended her story and her cup now was empty.

The rain was already letting up and Kane started to stand. "Well can't say it was fun but nice meeting you fellas." He said and moved to exit the café.

Both women just nodded and watched him go.

"Sooo…Nat, up for something to eat cuz I'm really hungry. Being a super/infinity soldier really takes up a lot of calories." Bobbi smiled at her companion. Wordlessly the Blackwidow nodded and followed the blonde Avenger.

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A bright crack appeared suddenly out of thin air, web like patterns sprouted from the crack then fingers reached from inside the crack and slowly wrenched the hole bigger and bigger until it was big enough for a man to come through.

"So this is where it is, looks like my first try in sewing my costume, it has everything on it and its ugly." The man said wearing a form fitting suit. The upper part was black with webs crawling from the chest to the back and the lower part starting from the stomach to the legs were white. A pouch was strapped on his left leg.

"So this is where I start conquering the multi-verse huh…" He said to himself scratching his masked head, the mask was pure black with white sharp jagged lines to frame the face that resembled a spider mandible.

"Are you sure this is the place?" the man asked and behind him a woman with red skin and stunning figure followed through the hole that floated in mid air. Aside from her red complexion, the woman was set apart by her long horns that curl back in an ornate style also her red bat like wings and gratuitous skin covered only by skimpy plated armor.

"And you look very much like the woman I dreamt of when I was a teen." The man said and the exotic woman cracked a small smile.

"This is indeed the place sir, and I might have actually been that woman you dreamt of, I am a succubus after all." She replied.

"Yeah… well Jenny point me into the right direction and let the conquering begin."

"As you wish Peter… I mean: Lord Spider." She said and bowed, behind her hundreds of demonic looking creatures were waiting to cross the breach.

"Loom world… sounds like a fun place." Peter smiled under his mask a sinister aura radiating from him.

A/N: Anyone saw that coming? (Smiles)


	4. Chapter 4: Hostile Take Over

**Chapter 4: Hostile Take Over**

Everything was ablaze, every high-rise, every shop and every home was consumed by the fire that the horde of demons brought forth. Screams of fighting, sounds of agony by civilians echoed through the patchwork world that is said to be in the center of the multiverse.

"What is this, who is attacking us!?" A tall man dressed in a well tailored Victorian suit growled, black hair swayed and his piercing eyes scanned his kingdom as he stepped on a demon that dared attack him.

Morlun one of the Inheritors is a being that fed off the Totemic powers that connect man and animals. Through feeding on this power, they have attained near immortality and tremendous strength.

The Inheritors had hunted and drained countless totemic avatars of their powers and life force and among all the totems the Spider is their favourite. Through the countless parallel universes they had hunted and killed Spider totems, whether they be a force of good or evil they all fell prey to the Inheritors appetite.

They were the apex predators in all of the multiverse and so baffled they are on whom was stupid enough to mount an attack on their kingdom.

Atop a spire with a medieval motif that sorely stuck out being surrounded by modern buildings, Spider Lord watched his former predator fight off wave after wave of foot soldiers.

"Man look at him go." Spider Lord commented a smile of amusement showed through his mask."He's just tearing through the little guys. Whoah, he just killed Kenny, the bastard." Peter shook his head and leaned back atop the spire as smoke covered the sky and the moonlight barely visible.

Through the web of life Peter had watched them, these so called apex predators of the multiverse. They fed off primordial energy, or anything that could be considered life energy. Totemic avatars, beings that had strong connection to creatures of primordial were a good source for this so called energy.

Peter had managed to catch a glimpse of them as he weaved through the web of life, searching for the embodiment of the web. His master has tasked him on finding the true web and also the subjugation of other worlds.

When Peter found one of the Inheritors he was intrigued as it drained the life out of a man similar in appearance to himself. When he found their home world and investigated it, they had someone who was able to see through the web that enabled them to travel through parallel worlds much like him and that they were targeting other versions of himself.

Realizing that these, Inheritors, will be a threat to him in the future, he surmised a pre-emptive strike would be wise. They were hardy beings, almost immortal with their cloning technology. They presented to be a challenge and Peter the Spider Lordwas all too eager to take on the task.

Turning his head to the sound of footsteps he waved at his second in command, the shapely succubus named Jenny.

"My lord, the enemy has retreated back to their home, they managed to deal with thirty percent of the horde we unleashed." Jenny reported her head bowed.

"Wow that much in such a short time, these guys are really strong. Have you managed to take over the cloning facility yet? No, point in fighting them if they're just going to respawn like an unwanted rpg field monster."Spider Lord stood and dusted himself off.

"We seized the facility my lord they are now unable to revive themselves." Jenny said and followed her master.

"Guess it's my turn. Let's get this show on the road." Peter jump off the spire and shot a web to one of the adjacent buildings and swung towards the direction of a massive mansion in the center of the city.

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"Jenix, what is happening!" A massive man over 10 feet tall bellowed, his white bearded face growled as he crushed a small demon under his massive foot. His well tailored grey stripped suit, torn on various places. Solus the father of the Inheritors and the being that stands among others growled, as he saw his kingdom overrun by such filthy beings.

"It would appear we are being attacked by demons father." Jenix, a lanky man with sunken cheeks and slanted eyes replied as he threw the body of a dead demon onto an incoming horde. The dead projectile effectively knocked down half a dozen attackers.

"I can see that boy, tell me who leads them so I might kill this presumptuous invader!" The giant of a man slammed his palms onto each other and massive shockwaves blasted incoming attackers away from him.

"I'm afraid I do not have an answer for that." Jenix said and picked up a sword to fend off another wave of attackers.

"Then how about I shed some light on that particular subject?" Spider lord spoke up from behind the demons and as he walked towards Solus, the demons made a path for the black and white clad man and jaunted towards the massive man.

"Hello names lord, Spider lord nice to meet'cha." Peter said and held his right hand out for a handshake. In response the larger man brought down one massive arm on him and the demon master evaded quickly enough.

"A spider dares to attack us, do you know who we are you pathetic creature. We are the rightful ruler of the multiverse. I will have you in a platter before the day ends!" Solus bellowed, rage clear on his face.

"I for a fact know you meant that literally, seriously I watched you guys suck the life out of several me's in the past." Lord Spider shrugged and Jenix raised a single brow. " You even used tongue real kinky."

"You have been watching us?" Jenix said and redied his sword to his side. Behind them the doors burst opened and two silver haired twins appeared wearing matching red coats.

"Father, are you alright!?" The female of the two new comers asked as she surveyed the surroundings. Her eyes settled on the spider themed man and hissed.

"So is this walking appetizer the one who dared to attack our world?" The male of the twins asked unravelling a whip from behind him prepared to attack. "Brix, be careful, I sense this spider is not the same as the others" The Patriarch of the inheritors said gauging Spider Lord.

"He is just supper, is what he is." A new voice came from behind and another large man came resembling Morlun, just bigger and meaner looking but also wearing the same stylish Victorian suit.

"Daemos, have you secured the master weaver." Solus asked his eldest son.

"The weaver is safe, more than I can say for this pest." Daemos said and crouched low ready for an attack."

"Great most of the family is here, but fair warning, I got the skinny guys facility already so, if one you stylish people gets the unfortunate condition of broken neck syndrome or stabby stabby you are not going to get better I'm afraid." Lord Spider made a stabbing motion as he looked at each of them. "Jessica, report." Jenix tapped a device in his right ear and a voice spoke _. "Master Jenix the facility is overrun we can't..."_ The other line went dead and Jenix was visibly shaken." He gripped the sword in his hand tighter.

"Was that your girlfriend.." Peter shrugged. "So I suppose you don't have time to be standing here all day so how about we get to fighting already shall we?" Lord Spider took a stance and also the demon soldiers behind him had raised their weapons.

"This if for killing Kenny, I liked that slimey bastard, we were drinking buddies." Peter said and from atop him Morlun descended with a mighty fist and blew the marble ground he stood upon.

"You! How are you able to do this, you are but my prey!" Morlun bellowed venom dripping from his voice. He recognized his scent, it was the Spider totem that had eluded Morlun twice.

"Morlun buddy, being that we have history, with you trying to eat me twice and actually killed me once... I'm going to kill you as slowly as possible how about that." Peter said and rushed the long haired man.

"Arhggg!" Morlun took a swipe at the arachnid overlord at which was caught and he was flipped over then with a quick twist a sickening pop sounded and dislocated his shoulder.

"Oohhh, that sounded it hurt right?" Peter said and the other inheritors had rushed him but were tackled by a horde of demonic soldiers.

"Protect the Lord!" One large demon with large horns and wings shouted and rushed to protect Peter.

"Aw shucks you guys just make me feel all tingly inside and in my head." Peter quickly ducked out of the way of a sword that tried to behead him. More powerful spider-sense meant that he could see attacks coming at him faster, but seeing and reacting was not the same and he needed to focus to keep up with his senses.

"You will pay for what you have done, I will destroy everything you hold dear. I will destroy everyone you ever loved!" Jenix angrily swiped at Peter. Peter on the other hand easily dodges each strike and when an opening appeared he kicked Jenix off his feet and grabbed his sword from him. Twirling the blade in his hand with deft skill Spider lord stabbed the floored inheritors. In a low voice he replied _"I have nothing to lose anymore."_ Spider Lord then proceeded to stab Jenix in the back several times, the sound of flesh being ripped by the blade and the anguished screams of the man roared above the clashing of demons and totem hunters.

Something then exploded at the center of the horde and a very angry looking Solus stalked towards Peter. He slowly but sure strode towards the lord of demons and towered over him.

"I will destroy you." Solus growled his eyes flaring with power and anger.

"If you can." Spider Lord replied looking up at the towering behemoth. "Jenny pull the minions back they'll just get in my way." Peter ordered talking into his mask and as soon as he said that the demons retreated leaving the inheritors and Peter alone in the massive mansion.

"You are a fool to call off your horde." Verna the wife of Solus dressed in a tight black dressed and hair tied into two buns to each side emerged from a room behind her children. Said children were mildly injured their clothes were torn from the demonic attack.

"We will savour your essence little spider." Verna said.

"If you manage to get me, I'll make sure to give you the worse indigestion you could possibly have." Peter replied and from the lone pouch on his leg drew a blade and threw it at the woman.

Verna effortlessly caught the weapon a smirk on her face but Peter also matched her smug look and it confused her.

"Nice catch." Peter commented and then a small beep sounded from the blade and exploded with black energy that made Verna scream in pain as the black energy devoured her hand and up to her shoulder. "Black hole bomb, nice right." Verna clutch her bloody stump of an arm and screamed in agony.

"You cretin!" Solus bellowed and swiped his two massive arms down towards Peter. The whole mansion shook and half the city felt the tremors. Dust scattered around the massive hallway they were fighting obscuring everyone's sight, and when it cleared everyone looked on in surprise as Spider Lord caught Solus's arms in his and stood his ground. They didn't notice the shaking of Peter's feet from the sheer strength of the attack. _"That broke most of my bones, good thing this suits a lot sturdier than my old one"_ Peter thought to himself and continued to cow the giant of man.

"Come on grandpa you gotta do better than that!" Spider Lord said and pushed back the massive man, Solus growled and smirked as he opened his mouth and suddenly Peter felt his energy leave him.

The massive man had started to feed on him and Peter could feel it, as his life-force leave him. But in the middle of his feeding Solus stopped and coughed, he kicked Spider Lord away from him and clutched his chest in pain.

"W-what did you do." Solus breathed heavily and stood up shakily. Daemos moved to shield his father as did Morlun his arm already back in place.

"I didn't do anything, it's you who didn't know better than to eat something you didn't know where it's been." Spider Lord smirked behind his mask but truthfully he was already feeling the toll of Solus feeding on him.

"Mother!" Brix shouted at the back tending to the matriarch. His sister, Bora took their mothers free side and helped her up.

"You will pay dearly for this Spider." Morlun growled. He lunged at the spider overlord along with his older and bigger brother Daemos. The two inheritors attacked with savagery and precision. Everything in their path was destroyed and Peter was having a hard time keeping up with their speed. Their strength and speed clearly on his level even more.

Shooting his webs at Daemos, Spider Lord managed to stick the bigger man on the floor and caught Morlun's arm and spun the younger inheritor slamming him into a wall and then kicking him through it for good measures. After Spider Lord had finished with Morlun, Daemos was now free of his binding and rained down several massive blows on Peter. Even with his enhanced spider-sense. His body was not able to keep up.

"The old man drained more than I thought." He said and jumped away from the feral man and landed ontop of Jenix mutilated body.

"Time for a recharge." Peter said and with his arms outstretched red energy seeped from the dead body and into his arms. Slowly two bone spike grew from his wrist and he crossed said spikes in front of him. "Nothing beats chaos energy from a fresh kill."

"Arrgghh" Daemos attacked low and a now recovered Morlun came at him from the top, both inheritors looking to slice Peter in two. With a kick, Peter spun in the air avoiding the attack and plunged both his spikes onto both inheritors midair. Spider Lord followed up his attack with a spin-kick to Morlun and he collided with his brother.

Morlun clutched the wound on his right chest and his older brother did not move from the floor, Spider Lord having stabbed his heart. Shocked slowly spread on Morlun's face. Two of his brothers had been killed and without the cloning facility they will not be revived.

Inside his head he was confused, there was no mistaking that this spider infront of him was the spider that had managed to elude him twice. But the spider back then was not as strong

"Two down, five to go." Peter crouched, his spikes aimed outwards. Morlun attacked from behind the spider and the twins decided to join the fight. Brix masterfully used his whip and Bora weaved through the battle field attacking Peter from his blindside. Solus was still recovering from whatever happened to him from feeding of the spider. " You know, I get that you are twins and all but do you really need to wear matching outfits.?" Peter quipped as he evaded each attack from the twins and landing a kick on Morlun. Peter's spider-sense has been in overdrive since he started facing off the inheritors, the headache he was experiencing was nothing like he ever had before.

" _Spider-sense been telling me that this fight was a bad idea from the start, but common sense didn't try to back it up so here I am."_ He thought to himself and weaved through another barrage of attacks, and he was getting tired.

"My husband, we must retreat." Verna clutched her stump of a shoulder as she begged her spouse to fall back.

"I am Solus, father of the Inheritors, I will not retreat from a mere spider!" Solus bellowed and joined his offsprings in attacking the spider.

"Alright, grand pa's back in the game!" Peter said but internally he was screaming, he had underestimated the enemy, Solus's punches rivalled that of the Hulk's and Thor's. He could have lasted longer if he did not let Solus devour his essence.

Pushed back into a corner the four inheritors surrounded Peter and were preparing to finish the hunt.

"I will kill you slowly spider, and I will enjoy every agonizing scream you make." Solus breathed and stomped forward. Bora rushed forwards but was only met with a spear to her chest and was sent flying back.

"Apologies my lord, I needed to clean up the remaining resistance outside." Jenny the red skinned succubus said as she confidently walked out from the shadows of the hallway. She brandished a large sword and it ignited into flames.

"Now what do we have here." A sultry voice echoed from nowhere and suddenly a blade erupted from Brix's chest the white haired inheritor did not even sense the woman behind him. He slumped down the floor and the newly arrived woman dressed in robes of green and leather, her head adorning a golden horned helmet smiled sweetly at the Lord of Spiders. She flicked her long ebony hair to the side and walked to Peter's side he traced his jaw and drew blood as she her fingernail sliced his skin.

"Loki, sweetie, how did you find me?" Peter gulped and eyed the female version of the Asgardian god of mischief and now god of stories. She may be a god of stories but habits die hard and she still pulls a prank or two.

"You were not home, but May the little darling had told me where you had gone off too. By the looks of it, you were fortunate I had come to your aid." She said eyes trailing towards the dead body of Brix and the impaled Bora who was still barely alive.

Morlun growled his anger boiling over as with Solus. "Asgardian, I may not like how your people taste but I will enjoy drinking your essence as you writhe in agony." Solus growled and poised to attack.

"Oh hush you." Loki said and without warning the ground beneath Solus erupted into an explosion, when the dust settled his right leg had been torn and bloody. His movement greatly impeded. Solus growled at how he was having trouble with a lowly spider, him the progenitor of the inheritors the rightful rulers of every existence.

Swallowing his pride Solus admitted that he was outmatched and decided that as worthless as he was, Morlun was still his son and half his family had already been killed. He was not going to let it all end.

"Morlun, get your sister and mother to the Master Weaver, escape and fight another day." Morlun looked towards his father in shock.

"Father, no we can still fight them we can still win!" Morlun protested but a sharp look from his father and he understood it was not a request but an order.

"Go you stupid child, I will hold them off to the last." The pressure in the hallway then changed and Solus focused his energy his eyes glowing white. Morlun without a word quickly took his sister and mother towards the room where the Master Weaver was.

"I am Solus of the Inheritors rightful ruler of the multiverse, I will kill you all!" Solus said and what seemed like power primordial focused into a ball before him and with his massive arms punched the ball of energy releasing a blast of the power of creation into the direction of the three conquerors.

"Both of you get behind me, quick!" Peter shouted and Jenny and Loki stood behind him as he conjured a weave of golden web to block the attack. The golden web sewed together slowly around them blocking the energy released from the patriarch's attack. When everything settled the web shielding them broke and disintegrated into golden dust and Peter dropped on his knees. Everything around them had been destroyed half the mansion was gone and they could see the smoky night sky and half a mile long of destruction from Solus's attack.

"The guy really packs quite a punch eh." Peter joked and Jenny helped him to his feet. Loki took his other side and helped him stand.

"Your jokes as others put it, sucks, Peter." Loki smirked and slowly grew into a smile. "But the power you displayed was marvellous."

"How, how are you alive." Solus breathed heavily kneeling on the ground, his large frame had shrunk to a bony husk his clothes dangling on his withered frame. He had released all the power his body had stored and this spider had managed to survive it. In his thoughts a very distant feeling had managed to worm its way into him, for never had Solus experienced such emotions, never had he feared someone.

"Who, are you?" Solus arms were on his side his sunken eyes stared into Peter's masked face.

"I am lord of the Web of life, I'm the Lord of Spiders." Spider Lord said and with swift movement of his arms stabbed Solus head, ending the Inheritor's life. He watched the man crumple to ground and looked towards the direction Morlun had ran.

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"Weaver, open a gate, we must flee!" Morlun shouted into the massive room where large webs covered every inch of it.

"There is a disturbance, the web weeps, the center has been corrupted." A masked man top naked and lower half affixed to a mechanized golden spider said as he picked and weaved through the webs in the room.

"The web cries in sadness, her champion fallen into darkness, guilt, sorrow." The man mumbled ignoring Morlun who clutched his bloody sibling and mother.

"Weaver, quit your nonsensical blabbering and open a portal, anywhere where they cannot follow, hurry!" Morlun commanded and it would have seemed enough to get the masked man's attention and do what was asked of him.

Running one of the golden spider's arms across the webs, a portal towards another universe opened and Morlun readies himself to enter when a spear with red energy suddenly stabs him from behind. Morlun looks back to see a man with an old deep-sea divers helmet and blue long coat ensemble that resembled an old English ship captain.

"Karn..." Morlun breathed out and stumbled into the portal before it closed. "Goodbye brother." Karn said as he watched the dimensional portal close.

Hearing footsteps Karn turned around and bowed. "My lord, my brother had managed to escape, but I manage to wound him. If you wish so I will pursue him." He said his head never looking up.

"That won't be necessary Karn, your family is beaten and a threat to me has been eliminated, all thanks to your help, my investigations would have taken longer if not for those valuable information you gave me and as promised Loomworld is yours." Peter said putting hand on Karns shoulder.

"Thank you may lord." Karn replied.

"The center, the champion, corrupted, twisted, Mephisto" The master weaver had started to mumble again. Spider Lord ignored him, he could become useful later on and with a flick of his hand, a portal on the massive webs opened and he gestured to it standing to the side.

"After you..." Loki smiled and confidently walked into the portal followed by Jenny.

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In a hidden laboratory somewhere in Loomworld, a giant tube of green liquid glowed and inside a featureless humanoid lay asleep. Various needles and wires connected to the humanoid form and then a powerful shock and various chemicals pumped into the body.

Soon the body took form and Jenix was ejected out in a wet mess on the floor. Jenix for all his self-confidence still prepared in the likeliness of his facility being destroyed by their enemies. He had hidden a cloning facility in a secure location even from his family, their memory banks constantly being updated.

"Kaff... kafff...Damn that spider..." Jenix gasped for air and tried to pull himself on a nearby panel. "We own the multiverse, we will not be beaten so easily." Jenix said weakly as he stared at the monitor recently activated where images of his dead kin flashed red.

"My family will have revenge."

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Whooo and done wathca think, and before people start flaming me that oh Peter would never do that he won't ever kill, well he was in hell and corrupted by the devil so yeah it's a miracle he still has a semblance of his former self. Now though he would do things his older self would never have considered just to get to his goal.


End file.
